UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): February 12, 2009
BEL FUSE
INC.
(Exact
name of registrant as specified in charter)
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New Jersey
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0-11676
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22-1463699
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(State
or other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
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incorporation)
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Number)
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206 Van Vorst Street, Jersey City, New
Jersey
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07302
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including
area
code: (201) 432-0463
(Former
name or former address, if changed since
last
report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14s-2(b) under the Exchange Act (17 CFR
240-14d-2(b))
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o
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Pre-commencement
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
2.02.
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RESULTS
OF OPERATIONS AND FINANCIAL
CONDITION.
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On
February 12, 2009, Bel Fuse Inc. (the “Company”) issued a press release
regarding results for the quarter and year ended December 31, 2008. A copy of
this press release is being furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
In
accordance with General Instruction B.6 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(c)
Exhibits
As
described in Item 2.02 of this Report, the following Exhibit is furnished as
part of this Current Report on Form 8-K:
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99.1
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Press
Release of Bel Fuse Inc. dated February 12,
2009.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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BEL
FUSE INC
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By:
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/s/
Daniel Bernstein
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Name: Daniel
Bernstein
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Title:
President
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Date: February
12, 2009
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
release, dated February 12, 2009 issued by the
Company.
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Exhibit
99.1
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FOR
IMMEDIATE RELEASE
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Bel
Fuse Inc.
206
Van Vorst Street
Jersey
City, NJ 07302
www.belfuse.com
tel
201.432.0463
fax
201.432.9542
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Investor
Contact:
Neil
Berkman Associates
(310)
826-5051
info@berkmanassociates.com
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Company
Contact:
Daniel
Bernstein
President
(201)
432-0463
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Bel
Reports Fourth Quarter and 2008 Results
JERSEY CITY, New Jersey, February 12, 2009
- -- Bel Fuse Inc.
(NASDAQ:BELFA & NASDAQ:BELFB) today
announced preliminary and unaudited financial results for the fourth quarter and
2008.
Fourth
Quarter Results
Net sales
for the three months ended December 31, 2008 decreased to $58,063,000 compared
to $69,339,000 for the fourth quarter of 2007.
The net
loss for the fourth quarter of 2008 of $20,853,000 included asset impairment and
restructuring charges totaling $21,926,000. Charges affecting income
from operations consisted of $14,066,000 impairment of goodwill, as well as
$739,000 for impairment of fixed assets and restructuring charges of $793,000
for the termination of manufacturing operations at the Company's DC-DC
manufacturing facility in Massachusetts. In addition, the Company
recognized a charge of $6,328,000 primarily associated with a write-down of the
market value of Bel's investment in the common stock of Power One
(NASDAQ:PWER). Net earnings for the fourth quarter of 2007 were
$10,255,000.
The net
loss per diluted Class A common share was $1.78 for the fourth quarter of 2008,
compared to diluted Class A common share earnings of $0.83 for the fourth
quarter of 2007. The net loss per diluted Class B common share was
$1.85 for the fourth quarter of 2008, compared to diluted Class B common share
earnings of $0.88 for the same quarter last year.
"We are
taking steps to reduce costs in line with the decrease in demand for our
products. We are consolidating manufacturing facilities in southeast
China and relocating the more labor intensive operations to lower labor cost
areas in China. In addition Bel is evaluating other initiatives to
streamline operations in other countries," said Daniel Bernstein, Bel's
president.
"With
very limited visibility into our customers' near-term requirements for our
products, we must implement these difficult but necessary steps to improve our
performance going forward. Our strong financial position, with cash,
cash equivalents, short-term investments and marketable securities of
approximately $92.7 million, gives us the flexibility we need to properly
position Bel for the future," Bernstein said.
At
December 31, 2008, Bel reported working capital of approximately $164,000,000, a
current ratio of 6.5-to-1, total long-term obligations of $14,377,000, and
shareholders' equity of $217,773,000. At December 31, 2007, cash,
cash equivalents, short-term investments and marketable securities were
approximately $107,700,000, working capital was approximately $173,171,000, the
current ratio was 6.2-to-1, total long-term obligations were $16,273,000, and
shareholders' equity was $244,527,000. Bel repurchased 10,822 Class A
common shares during the fourth quarter and repurchased a total of 361,714 Class
A common shares in the twelve months ended December 31, 2008.
(more)
Bel
Reports Fourth Quarter and 2008 Results
February
12, 2008
Page
Two
Twelve
Month Results
For the
twelve months ended December 31, 2008, net sales were $258,350,000 compared to
$259,137,000 for 2007. The net loss for 2008 was $14,929,000,
compared to net earnings of $26,336,000 for 2007.
For the
twelve months ended December 31, 2008, the net loss per diluted Class A common
share was $1.28 compared to net earnings of $2.11 for 2007. The net
loss per diluted Class B common share was $1.30 compared to net earnings per
common share of $2.24 for the prior year.
Conference
Call
Bel has
scheduled a conference call at 11:00 a.m. EST today. To participate
in the call, dial (212) 231-6500, reservation #21413867. A
simultaneous webcast of the conference call may be accessed from the Investor Info link at
www.belfuse.com. A
replay will be available after 1:00 p.m. EST, for a period of 20 days, at this
same Internet address. For a telephone replay, dial (800) 633-8284,
reservation #21413867 after 1:00 p.m. EST.
About
Bel
Bel
(www.belfuse.com) and
its subsidiaries are primarily engaged in the design, manufacture and sale of
products used in networking, telecommunications, high speed data transmission,
and consumer electronics. Products include magnetics (discrete
components, power transformers and MagJack®s), modules (DC-DC converters,
integrated analog front end modules and custom designs), circuit protection
(miniature, micro and surface mount fuses) and interconnect devices (passive
jacks, plugs and cable assemblies). Bel operates facilities around
the world.
Forward-Looking
Statements
Except
for historical information contained in this news release, the matters discussed
in this press release (including statements regarding the impact of price
increases, cost reductions and acquisition possibilities) are forward looking
statements that involve risks and uncertainties. Among the factors
that could cause actual results to differ materially from such statements are:
the market concerns facing our customers, the continuing viability of sectors
that rely on our products, the effect of business and economic conditions;
capacity and supply constraints or difficulties; product development,
commercializing or technological difficulties; the regulatory and trade
environment; risks associated with foreign currencies; uncertainties associated
with legal proceedings; the market's acceptance of the Company's new products
and competitive responses to those new products and the risk factors detailed
from time to time in the Company's SEC reports. In light of the risks
and uncertainties, there can be no assurance that any forward-looking statement
will in fact prove to be correct. We undertake no obligation to update or revise
any forward-looking statements.
(tables
attached)
BEL
FUSE INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(000s
omitted, except for per share data) (2008 Unaudited)
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Three
Months Ended
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Twelve
Months Ended
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|||||||||||||||
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December
31,
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December
31,
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|||||||||||||||
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2008
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2007
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2008
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2007
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Net
Sales
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$ | 58,063 | $ | 69,339 | $ | 258,350 | $ | 259,137 | ||||||||
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Costs
and expenses:
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||||||||||||||||
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Cost
of Sales
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51,787 | 54,229 | 217,079 | 203,007 | ||||||||||||
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Selling,
general and administrative
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8,942 | 8,783 | 36,093 | 36,117 | ||||||||||||
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Impairment
of assets
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14,805 | -- | 14,805 | -- | ||||||||||||
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Restructuring
charge
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793 | -- | 1,122 | -- | ||||||||||||
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Gain
on sale of fixed assets
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-- | (4,312 | ) | -- | (5,499 | ) | ||||||||||
| 76,327 | 58,700 | 269,099 | 233,625 | |||||||||||||
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(Loss)
income from operations
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(18,264 | ) | 10,639 | (10,749 | ) | 25,512 | ||||||||||
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Interest
expense and other costs
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(2 | ) | 2 | (4 | ) | (123 | ) | |||||||||
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(Impairment
charge)/gain on sale of investment
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(6,328 | ) | (362 | ) | (10,358 | ) | 2,146 | |||||||||
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Interest
income
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411 | 1,189 | 2,458 | 4,169 | ||||||||||||
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(Loss)
earnings before provision for income taxes
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(24,183 | ) | 11,468 | (18,653 | ) | 31,704 | ||||||||||
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Income
tax provision (benefit)
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(3,330 | ) | 1,213 | (3,724 | ) | 5,368 | ||||||||||
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Net
(loss) earnings
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$ | (20,853 | ) | $ | 10,255 | $ | (14,929 | ) | $ | 26,336 | ||||||
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(Loss)
earnings per Class A common share - basic
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$ | (1.78 | ) | $ | 0.83 | $ | (1.28 | ) | $ | 2.11 | ||||||
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(Loss)
earnings per Class A common share - diluted
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$ | (1.78 | ) | $ | 0.83 | $ | (1.28 | ) | $ | 2.11 | ||||||
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Weighted average Class A common shares outstanding
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||||||||||||||||
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Basic
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2,184 | 2,565 | 2,391 | 2,637 | ||||||||||||
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Diluted
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2,184 | 2,565 | 2.391 | 2,637 | ||||||||||||
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(Loss)
earnings per Class B common share - basic
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$ | (1.85 | ) | $ | 0.88 | $ | (1.30 | ) | $ | 2.25 | ||||||
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(Loss)
earnings per Class B common share - diluted
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$ | (1.85 | ) | $ | 0.88 | $ | (1.30 | ) | $ | 2.24 | ||||||
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Weighted average Class B common shares outstanding
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Basic
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9,164 | 9,287 | 9,136 | 9,244 | ||||||||||||
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Diluted
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9,164 | 9,297 | 9,136 | 9,266 | ||||||||||||
CONDENSED
CONSOLIDATED BALANCE SHEET DATA
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(000s
omitted)
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December
31,
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December
31,
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||||||||||||||||
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ASSETS
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2008
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2007
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LIABILITIES
& EQUITY
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2008
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2007
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(unaudited)
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(audited)
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(unaudited)
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(audited)
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||||||||||||||
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Current
assets
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$ | 193,619 | $ | 206,231 |
Current
liabilities
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$ | 29,634 | $ | 33,060 | ||||||||
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Property,
plant
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&
equipment, net
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39,936 | 41,113 |
Noncurrent
liabilities
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14,377 | 16,273 | ||||||||||||
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Goodwill
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14,334 | 28,447 | |||||||||||||||
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Intangibles
& other assets
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13,895 | 18,069 |
Stockholders'
equity
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217,773 | 244,527 | ||||||||||||
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Total
Assets
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$ | 261,784 | $ | 293,860 |
Total
Liabilities & Equity
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$ | 261,784 | $ | 293,860 | ||||||||